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4.41 TERMINATION <br />4.41.1 TERMINATION DUE TO CHANGE IN FUNDING <br />4.41.1.1 If the funds that HCA relied upon to establish any Agreement are <br />withdrawn, reduced, or limited, or if additional modified conditions <br />are placed on such funding, and such changes materially affect the <br />ability of HCA to provide funds or to perform under the Agreement, <br />HCA will notify and consult with the Contractor as soon as practical <br />and, as a last resort, may terminate this Agreement by providing at <br />least fifteen (15) calendar days written notice to the Contractor. <br />4.41.1.2 If funds are available, HCA will pay the Contractor for its reasonable <br />costs that directly relate to termination of the Agreement. The <br />parties may identify and agree upon such costs. Such costs may <br />include, but are not limited to, closeout costs, unemployment costs, <br />severance pay, retirement benefits, reasonable profits, and <br />termination costs associated with any approved subcontract. <br />4.41.2 TERMINATION FOR CONVENIENCE <br />4.41.2.1 Either party may terminate the agreement for Convenience by giving <br />the other party at least thirty (30) days written notice. <br />4.41.2.2 The Contract must address such notices to: <br />Health Care Authority Contract Services <br />Post Office Box 42702 <br />Olympia, Washington 98504-2702 <br />4.41.2.3 HCA must direct such notices to the Contract contact named on the <br />first page of the Agreement. <br />4.41.2.4 If either party terminates the Agreement for convenience, the <br />terminating party may pay an amount agreed to by the parties for <br />actual costs incurred by the non -terminating party in performance of <br />or in reliance on the Agreement. <br />4.41.3 TERMINATION FOR DEFAULT <br />4.41.3.1 The Contracts Administrator may terminate the Agreement for <br />Default, in whole or in part, by written notice to the Contractor if HCA <br />has a reasonable basis to believe the Contract has: <br />4.41.3.1.1 Failed to meet or maintain any requirement for <br />contracting in this Agreement with HCA: <br />4.41.3.1.2 Failed to perform under any provision of the <br />Agreement; <br />Washington State , Page 34 HCA Contract No K3924 <br />Health Care Authority <br />